Note: This document has been translated from a part of the Japanese original for reference purposes only.
In the event of any discrepancy between this translated document and the Japanese original, the original
shall prevail. The Company assumes no responsibility for this translation or for direct, indirect or any otherforms of damage arising from the translation.
(Stock Exchange Code 3104)
June 7, 2022
To Shareholders with Voting Rights:
Mitsuo Nakano
Representative Director, Chairman &President
Fujibo Holdings, Inc.

1-18-12 Nihonbashi Ningyocho, Chuo-ku,
Tokyo, JapanNOTICE OF CONVOCATION OF
THE 202ND ANNUAL GENERAL MEETING OF SHAREHOLDERS
We would like to express our appreciation for your continued support and patronage.
We are pleased to inform you that the 202nd Annual General Meeting of Shareholders of Fujibo Holdings,
Inc. (the “Company”) will be held for the purposes as described below.
From the perspective of preventing the spread of the coronavirus disease (COVID-19) infection, we
encourage our shareholders to decide whether to attend the meeting by checking the COVID-19 situation andhealth conditions as of the date of the event.
Instead of attending the meeting, you can exercise your voting rights in writing or via the Internet.
Please review the attached Reference Materials for the General Meeting of Shareholders, and thenindicate your vote for or against the proposals on the enclosed Voting Rights Exercise Form and returnit, or enter your vote for or against the proposals via the Internet, by 5:30 p.m. on Tuesday, June 28, 2022,
Japan time.
1. Date and Time:
2. Place:

Wednesday, June 29, 2022 at 10:00 a.m. Japan time
10F, Kokusai Fashion Center Building (KFC Room 101 to 103)
1-6-1 Yokoami, Sumida-ku, Tokyo* The Company will not prepare souvenirs for shareholders attending themeeting. We appreciate your understanding.

3. Meeting Agenda:
Matters to be reported: 1. The Business Report, Consolidated Financial Statements for the Company’s
202nd Fiscal Year (April 1, 2021 - March 31, 2022) and results of audits by
the Accounting Auditor and the Board of Auditors of the Consolidated
Financial Statements
2. Non-consolidated Financial Statements for the Company’s 202nd Fiscal Year
(April 1, 2021 - March 31, 2022)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Eight Directors
Proposal 3:-1-

4. Matters regarding the Convocation(1) If voting rights are exercised both in writing and via the Internet, the voting rights exercised via theInternet shall be deemed valid.
(2) If voting rights are exercised multiple times via the Internet, the most recent voting rights exercised
shall be deemed valid.
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at thereception desk.
◎ Pursuant to laws and regulations and Article 15 of the Company’s Articles of Incorporation, thefollowing items are posted on the Company’s website (https://www.fujibo.co.jp/) and are notprovided in the Appendix to this Notice.
1) Notes to Consolidated Financial Statements
2) Notes to Non-consolidated Financial Statements
Additionally, the Notes to Consolidated Financial Statements and Notes to Non-consolidated
Financial Statements are part of the Consolidated Financial Statements and Non-consolidated
Financial Statements that were used by the Auditors and the Accounting Auditor for the preparationof the Auditor’s Report and the Accounting Auditor’s Report, respectively.
◎ Should the Reference Materials for the General Meeting of Shareholders, Business Report,
Consolidated Financial Statements, and Non-consolidated Financial Statements require revisions,the revised versions will be posted on the Company’s website (https://www.fujibo.co.jp/).

-2-

Measures to Prevent Infection of the Coronavirus Disease
On the occasion of the 202nd Annual General Meeting of Shareholders of the Company, we would like toinform you that we will implement the following measures to prevent infection of the coronavirus disease(COVID-19). We appreciate your understanding and cooperation.
1. Measures to be taken• The Company will provide alcohol hand sanitizers near the reception desk.
• Our operational staff for the meeting will wear face covers while serving after confirming their physicalconditions including their temperatures.
2. Request to shareholders• For those who plan to attend the meeting, we encourage you to pay attention to your physical condition
until the date of the event and not to overexert yourself.
• Your voting rights can also be exercised in writing or via the Internet. We kindly recommend ourshareholders to use these methods.
3. Request to shareholders who will attend the meeting• For those who will attend the meeting, we strongly encourage you to bring and wear face covers.
• When arriving at the meeting, please use hand sanitizers provided at the venue before entering.
• The Company may take your temperature around the reception desk. For those who have a fever, we may
refuse admission to the venue. Additionally, our operational staff may approach you and ask to leave thevenue for those whose physical condition is appeared not to be well enough. We appreciate yourunderstanding in this regard.
Depending on the status of the spread of the COVID-19 infection and the announcement from governments, etc.
up to the date of the event, the Company may change measures taken for the operation of the meeting. Pleasecheck the announcements to be posted on the Company’s website (https://www.fujibo.co.jp/).

-3-

Reference Materials for the General Meeting of Shareholders
Proposals and References
Proposal 1:

Appropriation of Surplus

The Company considers the return of profits to shareholders its most important management issue, and incomprehensive consideration of factors such as the management environment and business results, strives to
distribute stable dividends over the long term.
Based on the above policy, the Company proposes a year-end dividend of ¥55 per share for the fiscal year
under review as described below. Added to the interim dividend of ¥55 per share, this gives a total dividend
for the year of ¥110 per share.
Items Related to the Year-end Dividend(1) Type of dividend property
Cash(2) Items related to the allocation of dividend property to shareholders and its total amount55 yen per common share
Total of 630,278,055 yen(3) Effective date of the distribution of surplus
June 30, 2022

-4-

Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for amendments
The amended provisions stipulated in the proviso of Article 1 of the supplementary provisions of the “ActPartially Amending the Companies Act” (Act No.70 of 2019) will be enforced on September 1, 2022.
Accordingly, in order to prepare for the introduction of the system for electronic provision of materials forgeneral meetings of shareholders, the Articles of Incorporation of the Company shall be amended as follows.
(1) The proposed Article 15, Paragraph 1 provides that information contained in the reference materials
for the general meeting of shareholders, etc. shall be provided electronically.
(2) The purpose of the proposed Article 15, Paragraph 2 is to establish a provision to limit the scope ofmatters to be included in the paper copy to be sent to shareholders who have requested it.
(3) The provisions related to the internet disclosure and deemed provision of the reference materials forthe general meeting of shareholders, etc. (Article 15 of the current Articles of Incorporation) will
become unnecessary and will therefore be deleted.
(4) In line with the above establishment and deletion of the provisions, supplementary provisions related
to the effective date, etc. shall be established.
2. Details of amendments
The details of the amendments are as follows.
Current Articles of Incorporation(Internet Disclosure and Deemed Provision ofReference Materials for the General Meeting of
Shareholders, Etc.)
Article 15 The Company may, when convening ageneral meeting of shareholders, deem that it has
provided its shareholders with information
pertaining to matters to be described or indicatedin the reference materials for the general meetingof shareholders, business report, nonconsolidated financial statements, andconsolidated financial statements, by disclosing
such information through the internet inaccordance with the provisions provided in the
Ordinance of the Ministry of Justice.
<Newly established><Newly established>(Amended parts are underlined.)
Proposed Amendments<Deleted>(Measures for Electronic Provision, Etc.)
Article 15 The Company shall, when convening ageneral meeting of shareholders, provide
information contained in the reference materials
for the general meeting of shareholders, etc.
electronically.
2. Among the matters to be provided
electronically, the Company may choose not toinclude all or part of the matters stipulated in the
Ordinance of the Ministry of Justice in the paper
copy to be sent to shareholders who haverequested it by the record date for voting rights.
Supplementary provisions
1. The deletion of Article 15 (Internet Disclosure
and Deemed Provision of Reference Materials
for the General Meeting of Shareholders, Etc.)of the current Articles of Incorporation and theestablishment of the proposed Article 15(Measures for Electronic Provision, Etc.) shallcome into effect on September 1, 2022, the dateof enforcement of the amended provisions
stipulated in the proviso of Article 1 of the
supplementary provisions of the Act Partially-5-Current Articles of Incorporation

Proposed Amendments
Amending the Companies Act (Act No. 70 of2019) (the “Effective Date”).
2. Notwithstanding the provisions of the preceding
paragraph, Article 15 of the current Articles ofIncorporation (Internet Disclosure and Deemed
Provision of Reference Materials for the
General Meeting of Shareholders, Etc.) shallremain in force with respect to a general
meeting of shareholders to be held on a datewithin six months from the Effective Date.
3. These supplementary provisions shall be deleted
after the lapse of six months from the Effective
Date or the lapse of three months from the dateof the general meeting of shareholders set forthin the preceding paragraph, whichever is later.

-6-

Proposal 3:

Election of Eight Directors

The terms of office of all eight Directors will expire at the conclusion of this year’s Annual General Meetingof Shareholders. Accordingly, the Company proposes the election of eight Directors, including three Outside
Directors.
With the aim to strengthen the corporate governance, the Company has established the Nomination
Committee, with a majority of the members being independent Outside Directors. Regarding the candidates
for Directors, the Nomination Committee deliberates on the policy, procedures and original proposals, and theBoard of Directors determines the candidates for Directors based on the recommendation of the Committee.
The candidates for Director are as follows:
No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1987
August 2015
January 2017
September 2017

January 2018
May 2018
Masahide Inoue(April 16, 1964)
1

Reelection

November 2018

April 2019

April 2020
June 2020
May 2021

Joined the Company
General Manager, Functional Product Business Development
Department
Executive Officer, the Company; Representative Director &President, Fujibo Textile, Inc.
Executive Officer and General Manager, Osaka Branch, theCompany; Representative Director & President, Fujibo Textile,Inc.; Representative Director & President, Fujibo Trading Co.,
Ltd.; Representative Director & President, Angle Co., Ltd.
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Fujibo Textile, Inc.
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.
Executive Officer and General Manager, Functional ProductBusiness Development Department, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
Executive Officer and General Manager, Functional ProductDevelopment Department, Near-Future Product Development
Supervisory Department, the Company; Representative Director& President, Yanai Chemical Industry Co., Ltd.
Executive Officer, the Company; Representative Director &President, Yanai Chemical Industry Co., Ltd.

Number ofshares of theCompany held

5,381

Director and Senior Executive Officer, the Company;
Representative Director & President, Yanai Chemical Industry
Co., Ltd.
Director and Senior Executive Officer, the Company
To the present(Current responsibilities)
Supervisory duties of Industrial Chemicals BusinessResponsible for Corporate Planning[Reason for nomination as candidate for Director]
While serving as a responsible person in development departments and as Representative Director & President of a businesssubsidiary, Mr. Masahide Inoue has served as Director of the Company since June 2020. As he possesses a wealth ofexperience and broad insight regarding the Group’s business and corporate management, the Company has judged that he issuited for the position of the Company’s Director, and has thus designated him as a candidate.

-7-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1979
May 2003
May 2005
January 2006
May 2007June 2009

Kazushi Yoshida(April 1, 1957)
2

3

Reelection

April 2012
July 2012
October 2012
June 2013
June 2014
June 2016
June 2017
June 2021

Joined the Mitsubishi Bank, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Asakusabashi Branch, The Bank of TokyoMitsubishi, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Jinbocho Branch
General Manager, Jinbocho Branch, The Bank of TokyoMitsubishi UFJ, Ltd. (currently MUFG Bank, Ltd.)
General Manager, Yanagibashi Branch
Representative Director and Managing Director, Mitsubishi UFJ
Capital Co., Ltd.
Representative Director, Managing Director, and Managing
Executive Officer
Advisor, the Company
Executive Officer
Director and Senior Executive Officer
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Representative Director and Senior Managing Executive Officer
Representative Director and Executive Vice President
To the present

Number ofshares of theCompany held

9,076

(Current responsibilities)
Supervisory duties of Corporate Planning
Responsible for Finance and Accounting, IR, and Risk Management[Reason for nomination as candidate for Director]
After serving in important positions at financial institutions, Mr. Kazushi Yoshida has served as Representative Director of
the Company since June 2017. As he possesses a wealth of experience and broad insight regarding the Group’s business andcorporate management, the Company has judged that he is suited for the position of the Company’s Director, and has thus
designated him as a candidate.
April 1981
Joined the Company
April 2015
General Manager, Secretarial Office
June 2017
Executive Officer and General Manager, Secretarial Office
June 2018
Senior Executive Officer and General Manager, Secretarial
OfficeAugust 2018
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation; Representative
Director & Chairman, Fujibo Trading Co., Ltd.
April 2019
Senior Executive Officer, the Company; Representative Director& President, Fujibo Apparel Corporation
Yasuo Toyooka
June 2019
Director and Senior Executive Officer, the Company;(March 25, 1959)
Representative Director & President, Fujibo Apparel
6,400
Corporation
Reelection
June 2021
Representative Director and Managing Executive Officer, theCompany; Representative Director & President, Fujibo Apparel
Corporation
To the present(Current responsibilities)
Supervisory duties of General Affairs, Human Resources, and Near-Future ProductDevelopment
Responsible for Secretaries, Customer Service, and Advertising(Significant concurrent positions)Representative Director & President, Fujibo Apparel Corporation[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments and as Representative Director & President of a businesssubsidiary, Mr. Yasuo Toyooka has served as Representative Director of the Company since June 2021. As he possesses a
wealth of experience and broad insight regarding the Group’s business and corporate management, the Company has judgedthat he is suited for the position of the Company’s Director, and has thus designated him as a candidate.

-8-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
April 1989
March 2013
October 2015
May 2017
January 2018
April 2019
June 2020

4

5

Number ofshares of theCompany held

Joined the Company
Plant Manager, Nyugawa Plant, Fujibo Ehime Co., Ltd.
Director and Managing Executive Officer
Director and Senior Managing Executive Officer
Director and Executive Vice President
Yoshimi Mochizuki
Representative Director & President(November 24, 1966)
Executive Officer, the Company; Representative Director &3,188
President, Fujibo Ehime Co., Ltd.
Reelection
June 2021
Director and Senior Executive Officer, the Company;
Representative Director & President, Fujibo Ehime Co., Ltd.
To the present(Significant concurrent positions)Representative Director & President, Fujibo Ehime Co., Ltd.
[Reason for nomination as candidate for Director]
While serving as Representative Director & President of a business subsidiary of the Company, Mr. Yoshimi Mochizuki hasserved as Director of the Company since June 2021. As he possesses a wealth of experience and broad insight regarding theGroup’s business and corporate management, the Company has judged that he is suited for the position of the Company’s
Director, and has thus designated him as a candidate.
April 1984
Joined the Company
November 2010 General Manager, Human Resources Development Office, theCompany
April 2015
General Manager Responsible for General Affairs, General
Affairs and Human Resources Department, the Company
June 2015
General Manager, General Affairs Department, the Company
Osamu Hirano
General Manager, General Affairs Department and General(December 9, 1960) April 2017
4,999
Manager Responsible for Human Resources Department, theNew
Company
August 2018
Executive Officer and General Manager, Secretarial Office, theCompany
To the present(Current responsibilities)
General Manager, Secretarial Office[Reason for nomination as candidate for Director]
While serving as a responsible person in management departments, Mr. Osamu Hirano has served as Executive Officer of
the Company since August 2018. As he possesses a wealth of experience and broad insight regarding the Group’s businessand corporate management, the Company has judged that he is suited for the position of the Company’s Director, and has
thus designated him as a candidate.

-9-

No.

Name
(Date of birth)

Past experience, positions, responsibilities,
and significant concurrent positions
December 1988
June 1992
December 2000
April 2008
April 2012

6

7

8

Number ofshares of theCompany held

Joined Recruit Co., Ltd.
Ran a translation/interpreting operation
Joined Space Design Inc.
Ruth Marie Jarman
Director(May 30, 1966)
Chief Executive Officer, Jarman International K.K.
To the present
Reelection
June 2019
Outside Director, the Company
900
To the present
OutsideJune 2020
Outside Director, Member of the Board, KADOKAWACORPORATION
Independent
To the present(Significant concurrent positions)Chief Executive Officer, Jarman International K.K.
Outside Director, Member of the Board, KADOKAWA CORPORATION[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Ruth Marie Jarman possesses abundant knowledge and experience regarding business strategy to satisfy international
clients as a consultant, and to utilize her professional insight and the viewpoint of a woman in the Company’s management,
the Company has designated her as a candidate. The Company expects her to supervise the Company’s management from astandpoint independent of the Company’s management.
April 1977
Joined Daikyo Oil Co., Ltd. (currently Cosmo Oil Co., Ltd.)
June 2002
General Manager, Fukuoka Branch, Cosmo Oil Co., Ltd.
June 2004
General Manager, Osaka Branch
June 2006
Executive Officer and General Manager, Sales Management
Hisashi Kobayashi
Department(November 12, 1954)
June 2008
Senior Executive Officer and General Manager, SalesManagement Department
Reelection
June 2010
Senior Executive Officer
1,000
June 2011
Director, Senior Executive Officer
OutsideJune 2014
Director, Senior Managing Executive Officer
October 2015
Transitioned to a holding company structure by establishing
Independent
Cosmo Energy Holdings Co., Ltd.
President and Representative Director, Cosmo Oil Co., Ltd.
June 2020
Outside Director, the Company
To the present[Reason for nomination as candidate for Outside Director and summary of expected role]
Mr. Hisashi Kobayashi has long been involved in management, and to utilize his wealth of experience and broad insight as acorporate manager in the Company’s management, the Company has designated him as a candidate. The Company expects
him to supervise the Company’s management from a standpoint independent of the Company’s management.
April 1990
Joined Tokyo Electric Power Company Co., Ltd. (currently
Tokyo Electric Power Company Holdings, Inc.)
April 2013
Executive Officer and Vice President, Customer Service
Rieko Sato
Company(December 6, 1964)
April 2016
Managing Director, TEPCO Energy Partner, Incorporated
June 2017
Auditor, TEPCO Energy Partner, IncorporatedNew
0
June 2022
Scheduled to retire as Auditor of TEPCO Energy Partner,
Incorporated
OutsideScheduled to assume the office of Full-time Auditor of Tokyo
Power Technology Ltd.
Independent(Significant concurrent positions)
Full-time Auditor, Tokyo Power Technology Ltd. (to be appointed)[Reason for nomination as candidate for Outside Director and summary of expected role]
Ms. Rieko Sato has long been involved in management, and to utilize her wealth of experience and broad insight as acorporate manager as well as the viewpoint as a woman in the Company’s management, the Company has designated her asa candidate. The Company expects her to supervise the Company’s management from a standpoint independent of theCompany’s management.
(Notes)1. There are no special interests between each candidate for Director and the Company.

- 10 -

2.
3.

4.

5.

6.

Ms. Ruth Marie Jarman, Mr. Hisashi Kobayashi, and Ms. Rieko Sato are candidates for Outside Directors.
The Company has designated Ms. Ruth Marie Jarman and Mr. Hisashi Kobayashi as Independent Directors as definedby the rules of the Tokyo Stock Exchange, and has made a submission to the said Exchange. The Company also plans
to designate Ms. Rieko Sato as Independent Director as defined by the rules of the Tokyo Stock Exchange and make a
submission to the said Exchange.
Ms. Ruth Marie Jarman and Mr. Hisashi Kobayashi are currently Outside Directors of the Company, and at theconclusion of this General Meeting, their respective terms of office as Outside Directors will be three years for Ms. Ruth
Marie Jarman, and two years for Mr. Hisashi Kobayashi.
In its Articles of Incorporation, the Company defines that it may conclude agreements with Directors (excluding
executive directors, etc.) to limit their liability for damages due to negligence of duties, and such liability limitationagreements have been concluded with Ms. Ruth Marie Jarman and Mr. Hisashi Kobayashi with the limit set as theamount stipulated by laws and regulations. In the event that Ms. Ruth Marie Jarman and Mr. Hisashi Kobayashi arereelected, the Company plans to continue said liability limitation agreements with them. In the event that Ms. Rieko
Sato is elected, the Company plans to conclude a liability limitation agreement with her, with the limit set as the amountstipulated by laws and regulations.
The Company has concluded a directors and officers liability insurance contract with an insurance company as stipulated
in Article 430-3, Paragraph 1 of the Companies Act. The insurance contract will compensate for damages and litigation
expenses to be borne by the insured in the event that a claim for damages is made against the insured due to an act
committed in his/her capacity as a director or an officer of the Company. Each candidate for Directors will be included
as the insured of the insurance contract. In addition, the Company plans to renew the insurance contract with the above
details at the next renewal.

(Reference) Knowledge and expertise expected from Directors and Auditors of the Company (skill matrix)
Operational Independent
execution
officer

Directors

Auditors

Name

Corporate
Production
management,
technology,
management
safety, quality
strategy●

Masahide Inoue●●

Kazushi Yoshida●●

Yasuo Toyooka●●

Yoshimi Mochizuki

●

●

●

Sales,
marketing

Legal affairs,riskmanagement

International
experience

Financialaffairs,
accounting

●

●

●

●

●
●

Osamu Hirano●●

Ruth Marie Jarman

●

●

●

●

Hisashi Kobayashi

●

●

●

●

Rieko Sato

●

●

●

Hiroaki Matsuo

●

●

●

Hideaki Onishi

●

●

●

Masaru Namatame

●

●

●

Kotaro Otsuka

●

●

●

- 11 -●●●●